SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TIP Institutional Funds
(formerly, The Solon Funds)
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(Name of Registrant as Specified In Its Charter)
same
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11(1).
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
TIP INSTITUTIONAL FUNDS
(formerly, The Solon Funds)
Solon Short Duration Government Funds - One Year Portfolio
Solon Short Duration Government Funds - Three Year Portfolio
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IMPORTANT SHAREHOLDER INFORMATION
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The document you hold in your hands contains your proxy statement and proxy
card(s). A proxy card is, in essence, a ballot. When you vote your proxy, it
tells us how to vote on your behalf on important issues relating to the Funds.
If you simply sign the proxy cards without specifying a vote, your shares will
be voted in accordance with the recommendations of the Board of Trustees.
We urge you to spend a few minutes with the proxy statement, fill out your proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the Funds will not need to conduct additional mailings. When you do not
return your proxy, we have to pay for follow-up solicitations, which may cost
the Funds money.
Please take a few moments to exercise your right to vote. Thank you.
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<PAGE>
TIP INSTITUTIONAL FUNDS
(formerly, The Solon Funds)
Dear Shareholder,
A Meeting of the shareholders of TIP Institutional Funds (formerly, The Solon
Funds) has been scheduled for December 29, 1997. If you were a shareholder of
record as of the close of business on November 21, 1997, you are entitled to
vote at the meeting or any adjournment of the meeting.
Whether or not you plan to attend the meeting, we need your vote. While you are,
of course, welcome to join us at the meeting, most shareholders will cast their
votes by filling out and signing a proxy card. Please mark, sign, and date the
enclosed proxy card and return it promptly in the enclosed envelope so that the
maximum number of shares may be voted.
The attached proxy statement is designed to give you information relating to the
proposals. We encourage you to support the Trustees' recommendations. The
proposals described in the proxy statement relate to the following matters:
1. CONSIDERATION AND APPROVAL OF A NEW ADVISORY AGREEMENT BETWEEN THE TIP
INSTITUTIONAL FUNDS (THE "TRUST"), ON BEHALF OF EACH FUND, AND TURNER
INVESTMENT PARTNERS, INC. ("TURNER"), PURSUANT TO WHICH TURNER WILL ACT
AS INVESTMENT ADVISER WITH RESPECT TO THE ASSETS OF THE FUNDS,
EFFECTIVE UPON THE PURCHASE BY TURNER OF THE ASSETS OF SOLON ASSET
MANAGEMENT, L.P. ("SOLON") (VOTED ON BY SHAREHOLDERS OF EACH FUND
INDIVIDUALLY).
2. CONSIDERATION AND ELECTION OF FOUR NOMINEES TO THE BOARD OF TRUSTEES
(VOTED ON BY ALL SHAREHOLDERS OF THE TRUST VOTING TOGETHER).
Your vote is important to us. Please do not hesitate to call 510-988-7110 if you
have any questions about the proposals under consideration. Thank you for taking
the time to consider these important proposals and for your investment in the
Funds.
Sincerely,
/s/ James Midanek /s/ Stephen J. Kneeley
-------------------------- ---------------------------------
James Midanek Stephen J. Kneeley
Chief Investment Officer and President and Chief Executive Officer
Portfolio Manager TIP Institutional Funds
Solon Asset Management, L.P.
<PAGE>
TIP INSTITUTIONAL FUNDS
(formerly, The Solon Funds)
c/o Solon Asset Management, L.P.
1981 North Broadway
Walnut Creek, CA 94596
Notice of Special Meeting of Shareholders
December 29, 1997
Notice is hereby given that a Special Meeting of the Shareholders of TIP
Institutional Funds (formerly, The Solon Funds) (the "Trust") will be held at
the offices of Solon Asset Management, L.P. ("Solon"), 1981 North Broadway,
Walnut Creek, California 94596, on December 29, 1997, at 1:00 p.m., Pacific time
(the "Meeting"). Shareholders of each series of the Trust -- the Short Duration
Government Funds - One Year Portfolio, and the Short Duration Government Funds -
Three Year Portfolio (each a "Fund" and, together, the "Funds") -- are eligible
to vote at the meeting.
At the Meeting, shareholders of the Funds (the "Shareholders") will be asked to
consider and act on the proposed Investment Advisory Agreement between the
Trust, on behalf of the Funds, and Turner Investment Partners, Inc. ("Turner"),
and on the election of a new Board of Trustees for the Trust.
THE ENCLOSED PROXY CARD ("PROXY") PERMITS SHAREHOLDERS OF THE TRUST TO VOTE FOR
(OR WITHHOLD AUTHORITY TO VOTE FOR) ALL OF THE NOMINEES FOR THE BOARD OF
TRUSTEES OF THE TRUST BY CHECKING A SINGLE BOX, OR TO VOTE FOR (OR WITHHOLD
AUTHORITY TO VOTE FOR) INDIVIDUAL NOMINEES. IN ADDITION, THE PROXY CARD PERMITS
SHAREHOLDERS TO VOTE FOR OR AGAINST THE PROPOSAL RELATING TO THE SELECTION OF
TURNER INVESTMENT PARTNERS, INC., AS INVESTMENT ADVISER, OR TO WITHHOLD
AUTHORITY TO VOTE ON THAT PROPOSAL.
In accordance with their own discretion, the proxies are authorized to vote on
such other business as may properly come before the Meeting.
All Shareholders of the Funds are cordially invited to attend the Meeting.
However, if you are unable to be present at the Meeting, we ask that you mark,
sign and date each enclosed proxy card and return it promptly in the enclosed,
postage-paid envelope, so that the Meeting may be held and a maximum number of
shares may be voted.
Only Shareholders of record at the close of business on November 21, 1997, are
entitled to notice of, and to vote at, the Meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF TRUSTEES
JAMES W. JENNINGS, SECRETARY
<PAGE>
TIP INSTITUTIONAL FUNDS
(formerly, The Solon Funds)
c/o Solon Asset Management, L.P.
1981 North Broadway
Walnut Creek, CA 94596
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of TIP Institutional Funds (formerly, The Solon Funds)
(the "Trust") for use at the Special Meeting of Shareholders of the Trust to be
held on December 29, 1997, at 1:00 p.m., Pacific time, at the offices of Solon
Asset Management, L.P. ("Solon"), 1981 North Broadway, Walnut Creek, California
94596, and at any adjourned session thereof (such meeting and any adjournments
thereof are hereinafter referred to as the "Meeting").
Shareholders of the Short Duration Government Funds - One Year Portfolio and the
Short Duration Government Funds - Three Year Portfolio of record at the close of
business on November 21, 1997, (the "Record Date") are the only Shareholders
entitled to vote at the Meeting (the "Shareholders"). The table below sets forth
the number of shares issued and outstanding as of November 21, 1997:
Fund Shares Outstanding
- ---- ------------------
Short Duration Government Funds - One Year Portfolio 123,112.539
------------------
Short Duration Government Funds - Three Year Portfolio 1,690,390.020
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Each whole Share held entitles the holder of record to one vote, and each
fractional Share held entitles the holder of record to a proportional fractional
vote, on each matter to be acted upon at the Meeting.
In addition to the solicitation of proxies by mail, officers and employees of
Turner Investment Partners, Inc. ("Turner"), and Solon Asset Management, L.P.
("Solon"), or third parties hired for such purpose, may solicit proxies in
person or by telephone. Employees of Turner and Solon will not be paid for their
solicitation activities. Persons holding shares as nominees will, upon request,
be reimbursed for their reasonable expenses incurred in sending soliciting
materials to their principals. The cost of solicitation will be borne by Turner.
This Proxy Statement is being mailed to Shareholders on or about December 16,
1997.
Shares represented by duly executed Proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time by a Shareholder before
they are exercised by a written revocation received by Cynthia Kunze, Vice
President of the Trust, at 1981 North Broadway, Walnut Creek, California 94596,
by properly executing a later-dated proxy, or by attending the Meeting and
voting in person.
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<PAGE>
SHAREHOLDERS ARE REMINDED TO COMPLETE, SIGN AND RETURN THE PROXY
CARD(S) TO THE TRUST.
I. PROPOSAL TO APPROVE THE SELECTION OF A NEW ADVISER
On November 13, 1997, Solon Asset Management, L.P. ("Solon"), and Turner
Investment Partners, Inc. ("Turner"), entered into an agreement (the "Purchase
Agreement") under which Turner will purchase substantially all of the assets and
liabilities of Solon (the "Transaction"). This Transaction, which is contingent
upon the receipt of certain client consents, is expected to close in January,
1998.
Upon the closing of this Transaction, the investment advisory agreement dated
February 28, 1994, between Solon and the Trust relating to the Funds (the
"Former Agreement") will terminate due to its "assignment." Under the Investment
Company Act of 1940 (the "1940 Act"), an assignment occurs when there is a
direct or indirect transfer of an advisory contract or of a controlling block of
the assignor's outstanding voting securities. Since Turner is purchasing
substantially all of Solon's assets and liabilities (including the Former
Agreement), the Transaction is considered an assignment of the Former Agreement
and will result in its termination.
At a meeting held on November 10, 1997, the Board of Trustees of the Trust voted
to recommend: (i) the selection of Turner as a replacement adviser for the
Funds; and (ii) the approval of a new investment advisory agreement between
Turner and the Trust relating to the Funds (the "New Agreement"), subject to the
execution of the Purchase Agreement and completion of the Transaction, and
further subject to the approval of the Trust's shareholders. Under the New
Agreement, Turner will receive compensation for managing the Funds at the same
rate as Solon received under the Former Agreement. Turner has agreed to cap the
operating expenses of each Fund at .36% of its net assets and also has agreed to
waive fees and/or reimburse expenses in additional amounts while the Funds are
at certain asset levels, provided that this guarantee shall, in any event, not
extend for more than one year after the effective date of the New Agreement.
DESCRIPTION OF THE TRANSACTION AND PURCHASE AGREEMENT.
In the Transaction, Turner will purchase substantially all of the outstanding
assets and liabilities of Solon. Pursuant to the Purchase Agreement, the
purchase price will be paid to the partners of Solon over a two-year period, and
will be adjusted depending on the number of Solon's clients that consent to the
assignment of their advisory contracts to Turner.
In connection with the Transaction, James Midanek, Chief Investment Officer of
Solon and Portfolio Manager of the Funds, will become a fixed income portfolio
manager at Turner and will continue to serve as the Funds' Portfolio Manager.
-2-
<PAGE>
DESCRIPTION OF TURNER INVESTMENT PARTNERS, INC.
Turner Investment Partners, Inc. ("Turner"), is a professional investment
management firm founded in March, 1990. Robert E. Turner is the Chairman and
controlling shareholder of Turner. As of September 30, 1997, Turner had
discretionary management authority with respect to approximately $2.3 billion of
assets. Turner has provided investment advisory services to investment companies
since 1992. The principal business address of Turner is 1235 Westlakes Drive,
Suite 350, Berwyn, Pennsylvania 19312. Turner will maintain an office in Walnut
Creek, California for the use of Mr. Midanek and other persons formerly
associated with Solon.
James Midanek, who will become a fixed income portfolio manager at Turner, is
Portfolio Manager for the Funds. Prior to the Transaction, Mr. Midanek was Chief
Investment Officer of Solon, which he founded in 1989, and Portfolio Manager of
the Funds. From 1992 to 1994, Mr. Midanek was Chief Investment Officer of the
Fixed Income Group of Montgomery Asset Management, L.P., where he managed four
institutional fixed income funds. Mr. Midanek has signed a three-year employment
agreement with Turner, which will become effective upon consummation of the
Transaction.
DESCRIPTION OF THE FORMER AGREEMENT AND THE NEW AGREEMENT
The Trust and Turner have entered into the New Agreement with respect to the
Funds, a copy of which is attached as Appendix A to this Proxy Statement. The
description of the New Agreement set forth in this Proxy Statement is qualified
in its entirety by reference to Appendix A. Under the New Agreement, Turner will
make investment decisions for the assets of the Funds and continuously review,
supervise and administer each Fund's investment program, subject to the
supervision of, and policies established by, the Trustees of the Trust. The New
Agreement provides that Turner shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties, but shall not be protected against any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard of its obligations or duties thereunder.
The form of New Agreement is substantially similar to the Former Agreement.
Under the Former Agreement, Solon was responsible for managing the assets of the
Funds, and for supervising the Funds' investment program. Solon had retained
Solon Asset Management Corporation ("SAMC") to serve as sub-adviser to the Funds
and to provide day-to-day investment advice to the Funds under the supervision
of Solon. The Former Agreement provides that Solon shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in carrying out its duties, but shall not
be protected against any liability to the Trust or its shareholders by reason of
willful misfeasance,
-3-
<PAGE>
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard of its obligations or duties thereunder. Under its
terms, the Former Agreement will terminate upon consummation of the Transaction.
Under the New Agreement, Turner is entitled to a fee, calculated daily and paid
monthly, at the annual rate of .25% of each Fund's average daily net assets.
Turner has voluntarily agreed to waive all or a portion of its fee and to
reimburse expenses of the Funds in order to limit total operating expenses (as a
percentage of average daily net assets on an annualized basis) of each to not
more than .36%. Turner has agreed to maintain this .36% total operating expense
cap indefinitely, and to waive additional fees and/or reimburse additional
expenses for so long as the Funds are at low asset levels, provided that such
commitment shall not extend more than one year from the effective date of the
New Agreement. Until the New Agreement is approved by shareholders, Turner has
agreed to waive all of its advisory fees.
The New Agreement also provides that if, for any fiscal year, the ratio of
expenses of the Funds (including amounts payable to Turner but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds established limitations, Turner will bear the amount of such excess.
Turner will not be required to bear expenses of the Funds to an extent which
would result in the Funds' inability to qualify as regulated investment
companies under provisions of the Internal Revenue Code of 1986, as amended (the
"Code"). These provisions are similar to the compensation provisions in the
Former Agreement.
Both the Former and the New Agreement provide that the Fund's will not engage in
short sales or maintain short positions in securities.
The continuance of the New Agreement as to a Fund after the first two years must
be specifically approved at least annually (i) by the vote of the Trustees or by
a vote of the shareholders of the Fund, and (ii) by the vote of a majority of
the Trustees who are not parties to the New Agreement or "interested persons" of
any party thereto, cast in person at a meeting called for the purpose of voting
on such approval. The New Agreement will terminate automatically in the event of
its assignment, and is terminable at any time without penalty by the Trustees of
the Trust or, with respect to a Fund, by a majority of the outstanding shares of
the Fund, on not less than 30 days' nor more than 60 days' written notice to
Turner, or by Turner, on 90 days' written notice to the Trust. The Former
Agreement has similar duration and termination provisions.
In addition to the expense waiver and/or reimbursement arrangements outlined
above, the parties to the Transaction will attempt to satisfy the requirements
of Section 15(f) of the 1940 Act. In order to do so, for a period of at least
three years, at least 75% of the Trust's Board of Trustees must be comprised of
Trustees who are not "interested persons" of Turner or Solon. In addition, no
"unfair burden" may be imposed on the Trust as a result of the Transaction (or
any terms or conditions relating thereto).
-4-
<PAGE>
CONSIDERATIONS OF THE BOARD OF TRUSTEES
The Trustees of the Trust, including all of the Trustees who are not "interested
persons" of the Trust, approved the general form of the New Agreement with
respect to the Funds at a meeting held on November 10, 1997. The Trustees
received written and oral information from both Turner and Solon. The Trustees
reviewed the material presented by Turner at the Board meeting and considered,
among other factors, information about key personnel, investment philosophy and
process and performance track record.
In recommending that the Shareholders approve the New Agreement, the Trustees
carefully evaluated the investing experience of Turner's key personnel and the
quality of services expected to be provided to the Funds including, but not
limited to: (1) the nature and quality of the services expected to be rendered
to the Funds by Turner; (2) the distinct investment objectives and policies of
the Funds; (3) the fact that the compensation payable to Turner under the New
Agreement will be at the same rate currently payable to Solon under the Former
Agreement, that Turner has agreed to a lower expense cap than that currently
described in the Funds' prospectus and that Turner will further waive fees
and/or reimburse expenses for a period not exceeding one year and then only for
so long as the Funds are at low asset levels; (4) the history, reputation,
qualification and background of Turner, as well as the qualifications of its
personnel and its financial condition; (5) its performance record; (6) the fact
that no change in the person who serves as the portfolio manager for the Funds
will be made by Turner as a result of the Transaction; and (7) other factors
deemed relevant. In making its recommendation, the Board placed particular
emphasis on factors (1), (3), (4) and (6), above.
The Board of Trustees believes that the proposed change will be beneficial to
the Funds and their shareholders, and are recommending that shareholders vote
FOR Proposal I.
ADDITIONAL OPERATIONAL CHANGES EFFECTING THE FUNDS
In connection with the Transaction, the Board of Trustees have made a number of
other operational changes for the Funds. Effective January 1, 1998, DST Systems,
Inc., will replace Solon as the Funds' transfer agent, and CoreStates Bank,
N.A., will replace Investors Fiduciary Trust Company as the Funds' custodian. In
addition, on that date, SEI Fund Resources will replace Solon as administrator
for the Funds, and SEI Investments Distribution Co. will replace Solon Financial
Services, L.P., as the Funds' distributor.
In addition to the changes to the Funds' investment adviser and other service
providers and Board of Trustees, there will be a number of minor changes to the
management of the Funds. While the Portfolio Manager for the Funds, James
Midanek, will continue to serve as Portfolio Manager after the Transaction, Mr.
Midanek and Turner have determined to modify or eliminate a number of outdated
limitations currently placed on the Funds.
-5-
<PAGE>
First, the Funds currently purchase mortgage-related securities only to the
extent that national banks and federal savings and loans associations may do so
under applicable federal laws and the regulations and supervisory policies of
the Office of the Comptroller of the Currency ("OCC"), the Office of Thrift
Supervision ("OTS"), the Federal Deposit Insurance Corporation ("FDIC"), and the
Board of Governors of the Federal Reserve System ("FRB"), which previously
required a certain "risk-based weighting" of 20% or less under OTS regulations
and 50% or less under OCC regulations for certain mortgage-related securities.
This standard has been modified to require the Adviser to use prudence in
purchasing mortgage-related securities and the Funds intend to follow this
modified standard going forward.
Second, the Funds currently invest less than 5% of their assets in asset-backed
securities. Going forward, the Trustees have approved a policy whereby each of
the Funds will have flexibility to invest up to 25% of its assets in
asset-backed securities that meet each Fund's quality requirements (i.e., rated
A or better by S&P or Moody's).
The Trustees believe that all of the foregoing changes will be beneficial to the
Funds and their shareholders, and should not have an adverse impact on the
Funds' investment process or performance.
Please call 510-988-7110 if you have any questions regarding these or any other
changes effecting the Funds.
REQUIRED VOTE
IF A QUORUM IS PRESENT IN PERSON OR BY PROXY, APPROVAL OF THE NEW AGREEMENT
REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF EACH
FUND. In the event Shareholders of a Fund do not approve the adoption of the New
Agreement at the Special Meeting to which this Proxy Statement relates, or any
adjournment thereof, the Trustees will consider the appropriate course of
action.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE NEW
AGREEMENT BETWEEN THE TRUST AND TURNER.
II. PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES
At the meeting of the Board of Trustees of the Trust held on November 10, 1997,
the Trustees also voted to recommend that the Shareholders elect a new Board of
Trustees. The Board of Trustees, including all of the Trustees who are not
"interested persons," after due consideration, unanimously approved each nominee
to serve as a member of the Board of Trustees, subject to shareholder approval.
In considering the nominees for election as Trustees of the Trust, the Trustees
took into account the qualifications of each of the nominees and the concern for
the continued efficient conduct of the Trust's business. In this latter regard,
the Trustees took into account the resignation of one of the Trustees, which
reduced the Boards' flexibility to appoint
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<PAGE>
new or replacement members in light of the restrictions of the 1940 Act. In
addition, the Trustees took into account the requirements of Section 15(f) under
the 1940 Act, compliance with which requires that, for a period of three years,
at least 75% of the Trust's Trustees are not "interested persons" (as defined in
the 1940 Act) of Turner or Solon. Moreover, in accordance with Section 15(f),
the nomination and selection of non-interested Trustees will be committed to the
discretion of the then-current non-interested Trustees.
The current disinterested Trustees will continue to serve as Trustees until the
Shareholders approve the election of the nominees to the Board. Upon their
election and qualification, the four nominees listed below will constitute the
entire Board of Trustees of the Trust. Because the Trust does not hold regular
annual shareholder meetings, each nominee, if elected, will hold office until
his successor is elected and qualified. Under Delaware law, a trust registered
under the 1940 Act is not required to hold an annual meeting. The Trust has
availed itself of this provision, and will achieve cost savings by eliminating
printing costs, mailing charges and other expenses involved in routine annual
meetings.
Even without routine annual meetings, the Board of Trustees of the Trust may
call special meetings of shareholders for action by shareholder vote as may be
required by the 1940 Act or required or permitted by the Amended and Restated
Agreement and Declaration of Trust and ByLaws of the Trust. In compliance with
the 1940 Act, shareholder meetings will be held to elect Trustees whenever fewer
than a majority of the Trustees holding office have been elected by the
shareholders or, if necessary in the case of filling vacancies, to assure that
at least two-thirds of the Trustees holding office after vacancies are filled
have been elected by shareholders. The Trust may hold shareholder meetings to
approve changes in investment policy, a new investment advisory agreement or
other matters requiring shareholder action under the 1940 Act.
THE NOMINEES
The following information is provided for each of the four nominees. It includes
the nominee's name, amount of shares of each Fund beneficially owned, principal
occupation(s) or employment during the past five years, and directorships with
other companies which file reports periodically with the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
Principal Occupation;
Name DOB Shares Owned** Directorships
- ---- ---- -------------- ---------------------
<S> <C> <C> <C>
Robert E. Turner* 11/26/56 0 Chairman and Chief
Trustee Investment Officer of Turner
Investment Partners, Inc.,
since 1990; Trustee, TIP
Funds, since 1996.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation;
Name DOB Shares Owned** Directorships
- ---- ---- -------------- ---------------------
<S> <C> <C> <C>
Ronald Filante 11/19/45 0 Associate Professor of Finance
Trustee at Pace University, since
1987; Trustee of the Trust
since 1994.
Alfred C. Salvato 01/09/58 0 Treasurer, Thomas Jefferson
Trustee University, (1995-1997);
Assistant Treasurer, (1988-
1995); Trustee, TIP Funds,
since 1996.
Katherine Griswold 10/28/56 0 Director of Benefits Trusts
Trustee at Southern New England
Telephone Company, since 1993
and Director of the Pension
Fund from 1993-1989; Trustee
of the Trust since 1994.
</TABLE>
- -------------------
* Mr. Turner will be an interested person of the Trust in light of his
ownership of and position with the proposed Adviser.
** Shares beneficially owned directly or indirectly as of November 21, 1997.
THE TRUSTEES AND OFFICERS OF THE TRUST OWN LESS THAN 1% OF THE OUTSTANDING
SHARES OF THE TRUST. The Trust pays fees only to the Trustees who are not
interested persons of the Trust. For the fiscal year ended February 28, 1997,
Mr.Filante and Ms. Griswold each received $3,000 as compensation for serving on
the Trust's Board of Trustees.
THE BOARD OF TRUSTEES HAS AN AUDIT COMMITTEE CONSISTING OF THE TRUSTEES WHO ARE
NOT "INTERESTED PERSONS" OF THE TRUST. The function of the Audit Committee is
to advise the Board of Trustees with regard to the appointment of the Trustees
independent accountants, review and approve audit and non-audit services of
Trust's independent accountants, and meet with the Trust's financial officers to
review the conduct of accounting and internal controls. The Board does not have
standing nominating or compensation committees.
EXECUTIVE OFFICERS
Information about the Trusts' principal executive officers, including their
names, dates of birth, position(s) with the Trust, length of service at such
position(s), and principal occupation or employment during the past five years,
is set forth below.
<TABLE>
<CAPTION>
Name DOB Position with the Trust Position Since Principal Occupation or Employment
- ---- --- ----------------------- -------------- ----------------------------------
<S> <C> <C> <C> <C>
Stephen J. Kneeley 02/09/63 President, Chief Executive November 1997 Chief Operating Officer of Turner Investment
Officer Partners, Inc., since 1990.
Janet R. Rote 08/24/60 Vice President & November 1997 Director of Compliance of Turner Investment
Assistant Secretary Partners, Inc., since 1992.
Cynthia Kunze 12/15/56 Vice President & Assistant June 1997 Administrator, Solon Asset Management, L.P.,
Secretary since February 1996; Post Production and
Assistant to the Producer, Twentieth Century
Fox, 1989 to 1995.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Name DOB Position with the Trust Position Since Principal Occupation or Employment
- ---- --- ----------------------- -------------- ----------------------------------
<S> <C> <C> <C> <C>
Kevin P. Robins 04/15/61 Vice President & Assistant November 1997 Senior Vice President, General Counsel and
Secretary Assistant Secretary of SEI. Senior Vice
President, General Counsel and Secretary of the
Administrator and Distributor since 1994. Vice
President & Assistant Secretary of SEI, 1992-
1994. Associate, Morgan, Lewis & Bockius
LLP, 1988-1992.
Robert DellaCroce 12/17/63 Controller, Chief Financial November 1997 Director, Funds Administration and Accounting,
Officer SEI Corporation, since 1994. Arthur Andersen
LLP, 1986-1994.
James Jennings 01/15/37 Secretary November 1997 Partner, Morgan, Lewis & Bockius LLP -
counsel to the Trust, the Adviser, the
Administrator and Distributor.
</TABLE>
The persons named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies in favor of the election of each nominee. A
Shareholder may vote for or against any or all of the nominees. If you return an
executed Proxy, but give no voting instructions, your shares will be voted FOR
all nominees named herein for Trustees. All of the nominees have consented to
being named in this Proxy Statement and to serve if elected. The Trust knows of
no reason why any nominee would be unable or unwilling to serve if elected.
Should any of the nominees become unable or unwilling to accept nomination or
election prior to the Meeting, the persons named in the Proxy will exercise
their voting power to vote for such substitute person or persons as the current
Board of Trustees of the Trust may recommend.
REQUIRED VOTE
IF A QUORUM IS PRESENT IN PERSON OR BY PROXY, THE FAVORABLE VOTE OF A MAJORITY
OF SHARES OF THE FUNDS, VOTING TOGETHER, REPRESENTED AT THE MEETING IS REQUIRED
TO ELECT TRUSTEES. If any nominee is not approved by the Shareholders of the
Trust, the Board will consider alternative nominations.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
INVESTMENT ADVISER AND ADMINISTRATOR. Effective upon the consummation of the
Transaction, Turner Investment Partners, Inc., 1235 Westlakes Drive, Berwyn,
Pennsylvania 19312, will begin serving as the investment adviser to each Fund.
Prior thereto, Solon will serve as investment adviser to the Funds, under the
Former Agreement and retained SAMC to provide day-to-day investment advice to
the Funds pursuant to a separate sub-advisory agreement. Both the Former
Agreement and the sub-advisory agreement will terminate upon the consummation of
the Transaction described in Proposal I.
Effective on January 1, 1998, Solon will be replaced as the Trust's
administrator by SEI Fund Resources ("Fund Resources"). Fund Resources, a
Delaware business trust, has its principal
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business offices at Oaks, Pennsylvania 19456. SEI Investments Management
Corporation, a wholly-owned subsidiary of SEI Investments Company ("SEI
Investments"), is the owner of all beneficial interests in Fund Resources.
Turner and Fund Resources currently serve as adviser and administrator,
respectively, to certain portfolios of TIP Funds, a registered investment
company sponsored by Turner. Fund Resources also serves as administrator to
numerous other investment companies unrelated to Turner.
DISTRIBUTION OF SHARES. SEI Investments Distribution Co. ("SIDCO"), a
wholly-owned subsidiary of SEI Investments, Oaks, Pennsylvania 19456, will
replace Solon Financial Services, L.P. (an affiliate of Solon), as the
distributor of the Fund's shares, effective January 1, 1998. SIDCO currently
serves as the distributor of TIP Funds, in addition to numerous other investment
companies sponsored by banks and other unrelated third parties. The Funds did
not pay any brokerage commissions to SIDCO during the most recent fiscal year.
5% SHAREHOLDERS. As of November 21, 1997, the following persons were the only
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of shares of the Funds:
SOLON SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO
Alfred and Karen Principe 8.166%
1835 Horseback Trail
Vienna, VA 22182
Solon Asset Management, L.P. 11.075%
1981 N. Broadway St. #325
Walnut Creek, CA 94596
Charles Schwab 73.106%
Team D
101 Montgomery Street
San Francisco, CA 94101
SOLON SHORT DURATION GOVERNMENT FUNDS - THREE YEAR PORTFOLIO
Charles Schwab 49.416%
Team D
101 Montgomery Street
San Francisco, CA 94101
Jerry Berenson 44.383%
Bryn Mawr College
Taylor Hall
101 N. Merion Avenue
Bryn Mawr, PA 19010
VOTING INFORMATION; ADJOURNMENT. The presence at the Meeting of the holders of
40% of the outstanding shares of the Trust as of the Record Date, either in
person or by Proxy, constitutes a quorum. Approval of the election of the new
Board of Trustees requires the affirmative vote of a majority of those shares of
the Funds, voting together, that are present at a Meeting at which a quorum is
present. Approval of the New Agreement requires the affirmative vote of the
"majority of the outstanding shares" of each Fund, voting separately. A
"majority of the outstanding shares" of a Fund means: (i) more than 50% of the
outstanding shares of a Fund ; or (ii) at least 67% of the shares of a Fund
present at a meeting at which the holders of more than 50% of the outstanding
shares of such Fund are represented in person or proxy, whichever is less.
Abstentions and "broker non-votes" will not be counted for or against the
proposals, but will be counted for purposes of determining whether a quorum is
present and will, therefore, have the effect of counting against the Proposals
to which they relate.
In the event that sufficient votes in favor of the proposals set forth in the
Notice of the Special Meeting are not received by the time scheduled for the
Meeting, the Persons named as proxies may propose one or more adjournments of
the Meeting for a period or periods of not more than 60 days to permit further
solicitation of Proxies with respect to the Proposals. Any such adjournment will
require the affirmative vote of a majority of the votes cast on the question in
person or by Proxy at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of such
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<PAGE>
adjournment those Proxies which they are entitled to vote in favor of the
Proposals. They will vote against any such adjournment those Proxies required to
be voted against the Proposals.
SHAREHOLDER PROPOSALS. The Trust does not hold annual Shareholder meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent meeting should send their written proposals to the Trust c/o SEI
Investments, Legal Department, Oaks, Pennsylvania 19456.
A meeting may be called by Shareholders holding at least 10% of the Shares
entitled to vote at the Meeting for the purpose of voting upon the removal of
Trustees, in which case shareholders may receive assistance in communicating
with other shareholders as if the provisions contained in Section 16(c) of the
Investment Company Act applied.
REPORTS TO SHAREHOLDERS. THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
MOST RECENT ANNUAL REPORT TO SHAREHOLDERS, AND THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING SUCH ANNUAL REPORT, ON REQUEST. REQUESTS SHOULD BE DIRECTED TO
THE TRUST, C/O SOLON ASSET MANAGEMENT, L.P., 1981 NORTH BROADWAY, WALNUT CREEK,
CA 94596, OR BY CALLING (510) 988-7110.
INDEPENDENT PUBLIC ACCOUNTANTS. At a meeting held on November 10, 1997, a
majority of the Trustees, including a majority of the Trust's independent
Trustees, selected Ernst & Young LLP as the Trust's independent public
accountants for the fiscal year ending February 28, 1998. Ernst & Young LLP has
served as auditors of the Funds since their inception. Ernst & Young LLP has
informed the Trust that it has no material direct or indirect financial interest
in the Trust. Representatives of Ernst & Young LLP are not expected to be
present at the Meeting, but will be available should questions arise.
OTHER MATTERS. The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of Proxy.
-------------------------------------
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE URGED TO COMPLETE, SIGN AND DATE EACH ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.
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<PAGE>
APPENDIX A
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ________, 1997, by and between TIP
Institutional Funds, a Delaware business trust (the "Trust"), and Turner
Investment Partners, Inc. (the "Adviser").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended, consisting of
several series of units of beneficial interest ("shares"), each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Fund Resources (the
"Administrator") to provide administration of the Trust's operations, subject to
the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to the series set forth in the attached
schedule and such other series as the Trust and the Adviser may agree upon (the
"Portfolios"), and the Adviser is willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously
review, supervise, and administer the investment program of each
of the Portfolios, to determine in its discretion the securities
to be purchased or sold, to provide the Administrator and the
Trust with records concerning the Adviser's activities which the
Trust is required to maintain, and to render regular reports to
the Administrator and to the Trust's Officers and Trustees
concerning the Adviser's discharge of the foregoing
responsibilities.
The Adviser shall discharge the foregoing responsibilities subject
to the control of the Board of Trustees of the Trust and in
compliance with such policies as the Trustees may from time to
time establish, and in compliance with the objectives, policies,
and limitations for each such Portfolio set forth in the
Portfolio's prospectus and statement of additional information as
amended from time to time, and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own
expense, to render the services and to provide the office space,
furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation
provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described from time
to time in the Portfolios' Prospectuses and Statement of
Additional Information. The Adviser will promptly
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communicate to the Administrator and to the officers and the
Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or
be in breach of any obligation owing to the Trust under this
Agreement, or otherwise, by reason of its having directed a
securities transaction on behalf of the Trust to a broker-dealer
in compliance with the provisions of Section 28(e) of the
Securities Exchange Act of 1934 or as described from time to time
by the Portfolios' Prospectuses and Statement of Additional
Information.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Sections 1 and 2 of this Agreement, the
Trust shall pay to the Adviser compensation at the rate specified
in the Schedule(s) which are attached hereto and made a part of
this Agreement. Such compensation shall be paid to the Adviser at
the end of each month, and calculated by applying a daily rate,
based on the annual percentage rates as specified in the attached
Schedule(s), to the assets. The fee shall be based on the average
daily net assets for the month involved (less any assets of such
Portfolios held in non-interest bearing special deposits with a
Federal Reserve Bank).
All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination
of this Agreement.
4. OTHER EXPENSES. The Adviser shall pay all expenses of printing and
mailing reports, prospectuses, statements of additional
information, and sales literature relating to the solicitation of
prospective clients. The Trust shall pay all expenses relating to
mailing to existing shareholders prospectuses, statements of
additional information, proxy solicitation material and
shareholder reports.
5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal
year (including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed
the expense limitations imposed on investment companies by any
applicable statute or regulatory authority of any jurisdiction in
which shares of a Portfolio are qualified for offer and sale, the
Adviser shall bear such excess cost. However, the Adviser will not
bear expenses of any Portfolio which would result in the
Portfolio's inability to qualify as a regulated investment company
under provisions of the Internal Revenue Code. Payment of expenses
by the Adviser pursuant to this Section 5 shall be settled on a
monthly basis (subject to fiscal year end reconciliation) by a
reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient
to offset such expenses, by reimbursing the Trust.
6. REPORTS. The Trust and the Adviser agree to furnish to each other,
if applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may
reasonably request.
A-2-
<PAGE>
7. STATUS OF ADVISER. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to
render similar services to others so long as its services to the
Trust are not impaired thereby. The Adviser shall be deemed to be
an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Trust in any way or otherwise be deemed an agent of the Trust.
8. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2
promulgated under the Investment Company Act of 1940 which are
prepared or maintained by the Adviser on behalf of the Trust are
the property of the Trust and will be surrendered promptly to the
Trust on request.
9. LIMITATION OF LIABILITY OF ADVISER. The duties of the Adviser
shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the
Adviser hereunder. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in carrying out its duties
hereunder, except a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions of
applicable state law or Federal securities law which cannot be
waived or modified hereby. (As used in this Paragraph 9, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation
itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders
of the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) is
or may be interested in the Trust as a shareholder or otherwise.
The Adviser agrees that neither it nor any of its directors,
partners, officers or employees will take any short position in
the shares of the Funds. This prohibition shall not prevent the
purchase of such shares by any of the directors, officers and
partners or bona fide employees of the Adviser or any trust,
pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules
promulgated under the 1940 Act. In addition, brokerage
transactions for the Trust may be effected through affiliates of
the Adviser if approved by the Board of Trustees, subject to the
rules and regulations of the Securities and Exchange Commission.
11. LICENSE OF ADVISER'S NAME. The Adviser hereby agrees to grant a
license to the Trust for use of its name in the names of the
Portfolios for the term of this Agreement and such license shall
terminate upon termination of this Agreement.
12. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall remain in effect until two years from
date of execution, and thereafter, for periods of one year so long
as such continuance thereafter is specifically approved at least
annually (a) by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement
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<PAGE>
or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of each Portfolio; provided,
however, that if the shareholders of any Portfolio fail to approve
the Agreement as provided herein, the Adviser may continue to
serve hereunder in the manner and to the extent permitted by the
Investment Company Act of 1940 and rules and regulations
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act
of 1940 and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days' nor
more than 60 days' written notice to the Adviser, or by the
Adviser at any time without the payment of any penalty, on 90
days' written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party.
As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
13. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by
registered or certified mail, postage prepaid, addressed by the
party giving notice to the other party at the last address
furnished by the other party to the party giving notice: if to the
Trust, at Oaks, PA 19456, and if to the Adviser, at 1235 Westlakes
Drive, Suite 350, Berwyn, PA 19312.
14. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
15. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Delaware and the applicable
provisions of the 1940 Act. To the extent that the applicable laws
of the State of Delaware, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the
latter shall control.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Trust as Trustees, and are not binding
upon any of the Trustees, officers, or shareholders of the Trust individually
but binding only upon the assets and property of the Trust. Further, the
obligations of the Trust with respect to any one Portfolio shall not be binding
upon any other Portfolio.
A-4-
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
TIP INSTITUTIONAL FUNDS
By:
-----------------------------
Attest:
------------------------
TURNER INVESTMENT PARTNERS, INC.
By:
----------------------------
Attest:
------------------------
A-5-
<PAGE>
SCHEDULE A DATED ___________, 1997
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ____________ 1997
BETWEEN
TIP INSTITUTIONAL FUNDS
AND
TURNER INVESTMENT PARTNERS, INC.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
Solon Short Duration Government Funds .25% of the average daily net assets
-One Year Portfolio
Solon Short Duration Government Funds .25% of the average daily net assets
-Three Year Portfolio
A-6-
<PAGE>
TIP INSTITUTIONAL FUNDS
(FORMERLY, THE SOLON FUNDS)
SOLON SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 29, 1997
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Stephen J. Kneeley, Barbara A. Nugent and Kevin P.
Robins as proxies and each of them, each with full power of substitution, to
vote at the Special Meeting of Shareholders of the Solon Short Duration
Government Funds - One Year Portfolio (the "Fund") of TIP Institutional Funds
(the "Trust"), to be held in the offices of Solon Asset Management, L.P., 1981
North Broadway, Walnut Creek, California 94596, on December 29, 1997, at 1:00
p.m., Pacific time, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said Trust that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below respecting the approval of the selection of Turner Investment
Partners, Inc. ("Turner"), as Adviser to the Fund, and the approval of a new
Advisory Agreement between Turner and the Trust relating to the Fund and, in
accordance with their own discretion, on any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve the selection of Turner as a adviser for
the Fund, and to approve a new Advisory Agreement
between Turner and the Trust relating to the Fund.
____For ____Against ____Abstain
PROPOSAL 2. Election of Trustees. The nominees are: Robert E. Turner, Alfred
C. Salvato, Ronald Filante and Katherine Griswold.
____For All ____Against All ____Abstain
(You may withhold authority to vote in favor of an
individual nominee by striking through that nominee's
name.)
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated:
--------------------- -------------------------------
Signature of Shareholder
-------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
TIP INSTITUTIONAL FUNDS
(FORMERLY, THE SOLON FUNDS)
SOLON SHORT DURATION GOVERNMENT FUNDS - THREE YEAR PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 29, 1997
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Stephen J. Kneeley, Barbara A. Nugent and Kevin P.
Robins as proxies and each of them, each with full power of substitution, to
vote at the Special Meeting of Shareholders of the Solon Short Duration
Government Funds - Three Year Portfolio (the "Fund") of TIP Institutional Funds
(the "Trust"), to be held in the offices of Solon Asset Management, L.P., 1981
North Broadway, Walnut Creek, California 94596, on December 29, 1997, at 1:00
p.m., Pacific time, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said Trust that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below respecting the approval of the selection of Turner Investment
Partners, Inc. ("Turner"), as Adviser to the Fund, and the approval of a new
Advisory Agreement between Turner and the Trust relating to the Fund and, in
accordance with their own discretion, on any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve the selection of Turner as a adviser for
the Fund, and to approve a new Advisory Agreement
between Turner and the Trust relating to the Fund.
____For ____Against ____Abstain
PROPOSAL 2. Election of Trustees. The nominees are: Robert E. Turner, Alfred
C. Salvato, Ronald Filante and Katherine Griswold.
____For All ____Against All ____Abstain
(You may withhold authority to vote in favor of an
individual nominee by striking through that nominee's
name.)
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated:
-----------------, -------------------------------
Signature of Shareholder
-------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
